NEW YORK--(BUSINESS WIRE)--Ahead of the Coca-Cola Company (NYSE:KO) annual shareholders’ meeting
tomorrow, April 23, David Winters, CEO of Wintergreen Advisers, wrote a
letter intended for all Coca-Cola shareholders.

Winters wrote “We believe Coca-Cola’s 2014 annual proxy statement fails
to present important information ‘in a clear and easy to read manner’
with regard to the description of the proposed equity plan. We hope all
fiduciaries will consider this letter and the attachment; ‘Nine Points
to Consider Before Voting on Coca-Cola’s 2014 Equity Plan,’ in light of
the material Coca-Cola has provided and ask themselves whether Coca-Cola
has been forthcoming about the implications of the proposed equity plan.”

Winters continued “If there is significant opposition to the proposed
equity plan, we believe the Coca-Cola board should consider whether it
has a sufficient mandate from shareholders to fully implement the plan.
Should the board proceed with the plan, we will be watching closely to
see whether it is executed in a manner that serves shareholders’
interests and will continue to communicate our concerns.”

Separately, earlier today the Florida State Board of Administration,
owner of approximately 6.4 million Coca-Cola shares, announced it has
voted against the Coca-Cola 2014 equity plan.

The full text of the letter is included below.

Wintergreen Advisers, LLC Letter to Coca-Cola Shareholders

April 22, 2014

Dear Fellow Coca-Cola Shareholders:

Since we made public our first letters to the Coca-Cola Board of
Directors and Warren Buffett on March 21, we have been fortunate to
receive expressions of support from many shareholders, both large and
small, who share our concerns about Coca-Cola’s proposed equity plan.
Several large institutional investors have publicly announced their
opposition to the proposed equity plan, and we are hopeful that even
more will come forward.

Wintergreen Advisers, LLC, like other institutional investors, fund
managers and financial advisers, has a fiduciary duty to its clients to
act in their interests when voting on proxy matters. We all rely on a
public company's proxy materials to present important information “in a
clear and easy to read manner” and expect a “plain English explanation
of how boards arrive at pay decisions.”1

Wintergreen believes Coca-Cola’s 2014 annual proxy statement fails to
meet these standards with regard to the description of the proposed
equity plan. We hope all fiduciaries will consider this letter and the
attachment “Nine Points to Consider Before Voting on Coca-Cola’s
Proposed 2014 Equity Plan” in light of the material Coca-Cola has
provided and ask themselves whether Coca-Cola has been forthcoming about
the implications of the proposed equity plan.

Like many other institutions, Wintergreen reports its proxy voting
record each year and gives careful consideration to every vote we cast
on behalf of our clients. We simply could not justify a vote in favor of
Coca-Cola's proposed equity plan once we understood its potential impact
on our clients’ investment.

We concluded that Coca-Cola was proposing a very bad plan. It is bad for
Coca-Cola, the vast majority of Coca-Cola employees and above all, it is
bad for shareholders.

Recently, Coca-Cola issued a statement that the proposed equity plan is
"closely in line with past plans approved by the Board and the
shareowners,”2 but we believe it is abundantly clear that
this is simply not true. The proposed equity plan is potentially highly
dilutive and destructive to long-term shareholder value. We do not
believe it is in shareholders’ best interests to have their investment
diluted so that the top 5% of Coca-Cola’s most highly compensated
employees can be gifted with equity to this extent, above and beyond
their cash compensation and other benefits.

We are long-term investors and we want management to be well-rewarded if
they do a great job for shareholders, but under the proposed plan the
division of value tilts too far in favor of Coca-Cola’s management at
the expense of shareholders. By increasing stock-option awards,
shortening the award period and including lower performance hurdles, we
believe the plan could lead to outsized rewards for management and
increased dilution for shareholders. This is not in the best interest of
Coca-Cola or its shareholders.

We look forward to the results of the balloting on the proposed equity
plan and believe the final vote will show that there are many investors
who share our concerns.

If there is significant opposition to the proposed equity plan, we
believe the Coca-Cola board should consider whether it has a sufficient
mandate from shareholders to fully implement the plan. Should the board
proceed with the plan, we will be watching closely to see whether it is
executed in a manner that serves shareholders’ interests and will
continue to communicate our concerns.

Sincerely,

David J. Winters, CEOWintergreen Advisers, LLC.973-263-4500

Nine Points to Consider Before Voting on Coca-Cola’s 2014 Equity Plan

Wintergreen Advisers urges all shareholders to carefully consider the
following items as they prepare vote on the plan.

1. Coca-Cola’s proposed plan, unlike previous plans, allows an
individual to receive more than 5% of the awards available under the
plan.3

2. The proposed plan permits the Compensation Committee to award
"bonus shares" that are “not subject to any restrictions or conditions.4

3. The proposed plan includes 27 criteria that can potentially be
used by the board to justify equity awards, many of which are not
subject to any disclosed standard of success.5 In
recent measurement periods, the hurdle rate that must be met to receive
shares and options has been lowered. While the hurdle rate has been
raised for the current measurement period, it is below what was required
in previous periods.6

4. The proposed plan allows Coca-Cola's Compensation Committee to
“exclude” and “adjust” certain items from the evaluation of management
performance.7 In football terms, this allows the
Compensation Committee to move the goal posts closer once the ball is in
the air.

5. The proposed plan, when combined with previous plans, could dilute
shareholders by up to 16.6%.8

6. The proposed plan, as envisioned by Coca-Cola, will result in the
issuance of up to 340,000,000 shares and options.9
This represents a 21% increase in potential awards compared to the
previous plan.10

7. The proposed plan allows the Compensation Committee to issue these
340,000,000 shares and options over four years.11
This time period is more than 33% shorter than the time period under the
2008 plan.12

8. The proposed plan may require Coca-Cola to spend even more on
share repurchases than the $1.3 billion it spent in 2013 in order to
offset dilution.13 These 2013 buybacks comprised
27% of Coca-Cola’s “robust share repurchase program,”14 a
figure that could rise under the proposed plan and divert a significant
portion of the company’s cash flow away from more productive and
profitable uses.

9.Coca-Cola’s compensation policies get a low rating from a
leading proxy advisory firm. Institutional Shareholder Services
(ISS) gives Coca-Cola’s compensation policy a score of 8, near the
bottom of the ISS scale.15

THIS IS NOT A SOLICITATION OF DIRECT OR INDIRECT AUTHORITY TO VOTE YOUR
PROXY. PLEASE DO NOT SEND US YOUR PROXY CARD; WINTERGREEN ADVISERS, LLC
AND ITS AFFILIATES ARE NOT ABLE TO VOTE YOUR PROXIES AND THIS
COMMUNICATION DOES NOT CONTEMPLATE SUCH AN EVENT.

THIS LETTER INCLUDES INFORMATION BASED ON DATA FOUND IN FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, INDEPENDENT INDUSTRY PUBLICATIONS
AND OTHER SOURCES. ALTHOUGH WE BELIEVE THAT THE DATA ARE RELIABLE, WE
HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY
TO INCLUDE THEIR INFORMATION IN THIS LETTER. MANY OF THE STATEMENTS IN
THIS LETTER REFLECT OUR SUBJECTIVE BELIEF.

THE INFORMATION CONTAINED HEREIN IS NOT AND SHOULD NOT BE CONSTRUED AS
INVESTMENT ADVICE, AND DOES NOT PURPORT TO BE AND DOES NOT EXPRESS ANY
OPINION AS TO THE PRICE AT WHICH THE SECURITIES OF THE COCA-COLA COMPANY
MAY TRADE AT ANY TIME. THE INFORMATION AND OPINIONS PROVIDED HEREIN
SHOULD NOT BE TAKEN AS SPECIFIC ADVICE ON THE MERITS OF ANY INVESTMENT
DECISION. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING THE
COCA-COLA COMPANY AND ITS PROSPECTS BASED ON SUCH INVESTORS’ OWN REVIEW
OF PUBLICLY AVAILABLE INFORMATION AND SHOULD NOT RELY ON THE INFORMATION
CONTAINED HEREIN. NEITHER WINTERGREEN ADVISERS, LLC, NOR ANY OF ITS
AFFILIATES ACCEPTS ANY LIABILITY WHATSOEVER FOR ANY DIRECT OR
CONSEQUENTIAL LOSS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, FROM ANY
USE OF THE INFORMATION CONTAINED HEREIN.